Introduction
1.These revised Explanatory Notes have been prepared by Lindsays (Solicitors) on behalf of the promoter, the Trustees of William Simpson’s Asylum (known as “William Simpson’s Home” – in these notes, “the Home”), in order to assist the reader of the William Simpson’s Home (Transfer of Property etc.) (Scotland) Act and to help inform debate on it. They do not form part of the Act and have not been endorsed by the Parliament.
2.The Notes should be read in conjunction with the Act. They are not, and are not meant to be, a comprehensive description of the Act. So where a section, or a part of a section, does not seem to require any explanation or comment, none is given.
Summary and Background to the Act
3.The Act will transfer the property, rights, interests, employees and liabilities of the Home to a new charitable company and will dissolve the Home. The new charitable company is incorporated under the Companies Act 2006 rather than by Act of Parliament. It has been established by the current trustees of the Home and called William Simpson’s (in these notes, “the Company”). The Company retains the same charity number as the Home.
4.The Home is a Scottish charity (SC000485) registered with the Office of the Scottish Charity Regulator under the name “Trustees of William Simpson’s Home (Incorporated)”. Francis Simpson gifted his estate to establish an asylum for indigent men of advanced age. A body corporate was constituted by Private Act of Parliament in 1864 to establish the governance of the Asylum (known as William Simpson’s Home). William Simpson was the son of Francis Simpson. The constitution of the Home has not changed since 1864.
5.The charity in its current form was constituted as an incorporated body by Private Act of Parliament in 1864.
Commentary on Sections
Section 1
6.Subsection (1) transfers the property (including heritable property), rights, interests, employees and liabilities of the Home to the Company. This means that all the assets of the
Home will be transferred to the Company. Similarly, any liabilities of the Home will transfer to the Company.
7.Subsection (2) provides, for the avoidance of doubt, that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (S.I. 2006/246), which ensure all existing employment contracts transfer to the new charitable company, will apply to the proposed transfer.
Section 2
8.Section 2 provides that the Home is dissolved and that the 1864 Act is repealed.
Section 3
9.The four subsections confirm the legal consequences of the transfer referred to in section 1(1).
Section 4
10.Section 4 defines the “transferor” as the Home and “the transferee” as the Company. The new Company has been incorporated as a company limited by guarantee under the name William Simpson’s, Company Number SC377149 and having its registered office at Caledonian Exchange, 19A Canning Street, Edinburgh EH3 8HE.
Section 5
11.Subsection (1) confirms the short title of the Bill.
12.Subsection (2) provides that the Bill will come into force two months after Royal Assent.
Parliamentary History
13.The following table sets out, for each Stage of the proceedings in the Scottish Parliament on the Bill for this Act, the dates which the proceedings at that Stage took place, and the references to the Official Report of those proceedings. It also shows the dates on which the Committee reports and other papers relating to the Bill were published, and the references to those reports and other papers.
| PROCEEDINGS AND REPORTS | REFERENCE |
|---|---|
| INTRODUCTION | |
| Bill as introduced – 28 January 2010 | SP Bill 40–Session 3 (2010) |
| Preliminary Stage | |
| 1st Meeting, 13 April 2010 | 1st Meeting,13 April 2010 |
| 2nd Meeting, 27 April 2010 | 2nd Meeting, 27 April 2010 |
| William Simpson’s Home (Transfer of Property etc.) (Scotland) Bill Committee Preliminary Stage Report, published 7 May 2010 | Report 2010 (Session 3), William Simpson’s Home (Transfer of Property etc.) (Scotland) Bill Committee |
| Preliminary Stage debate – 12 May 2010 | Cols 26098 - 26104 |
| Consideration Stage | |
| 3rd Meeting, 25 May 2010 | 3rd Meeting, 25 May 2010 |
| Bill (as amended at Consideration Stage) | SP Bill 40 – Session 3 (2010) |
| (as amended at Consideration Stage) | |
| Final Stage | |
| Consideration by the Parliament | |
| Final Stage debate – 9 June 2010 | Cols 27058 - 27064 |
| ROYAL ASSENT | |
| 27 July 2010 | William Simpson’s Home(Transfer of Property etc.) (Scotland) Act 2010 (asp 12) |
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